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Limitation of Liability Sample Clauses

Limitation of Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Limitation of Liability. The Neither the Asset Representations Reviewer will not nor any of the directors, officers, employees or agents of the Asset Representations Reviewer in its capacity as Asset Representations Reviewer shall be liable under any liability to any Person for any action taken, taken or not taken, for refraining from the taking of any action in good faith under in its capacity as Asset Representations Reviewer pursuant to this Agreement Agreement, or for errors in judgment, whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Asset Representations Reviewer will or any such Person against any liability which would otherwise be liable for its imposed by reason of willful misconductmisfeasance, bad faith or negligence in performing the performance of its duties or by reason of reckless disregard of obligations under this Agreementand duties hereunder. The Asset Representations Reviewer and any director, officer, employee or agent of the Asset Representations Reviewer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Asset Representations Reviewer) respecting any matters arising hereunder. In no event will the Asset Representations Reviewer be liable for special, indirect, indirect or consequential losses loss or damages damage (including lost loss of profit), ) even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Limitation of Liability. The Asset Representations Reviewer will not In furnishing Client with services as provided herein, neither Manager nor any officer, director or agent thereof shall be held liable to any Person Client, its creditors or the holders of its securities for any action taken, or not taken, in good faith under this Agreement errors of judgment or for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its anything except willful misconductmisfeasance, bad faith or gross negligence in performing the performance of its duties, or reckless disregard of its obligations and duties under the terms of this Agreement. In no event will the Asset Representations Reviewer It is further understood and agreed that Manager may rely upon information furnished to it by Client that Manager reasonably believes to be liable for specialaccurate and reliable. Certain federal laws, indirectincluding federal securities laws, impose liabilities under certain circumstances on persons who act in good faith and therefore nothing contained herein shall in any way constitute a waiver or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised limitation of the likelihood of the loss or damage and regardless of the form of actionany rights that Client may have under any such federal laws.

Limitation of Liability. The Asset Representations Reviewer will not be liable to Neither the Company nor the Administrator nor the Trustee nor the Escrow Agent nor the Broker nor any Person for any action takenof their respective officers, directors, representatives, employees or not taken, in good faith under this Agreement or for errors in judgment; provided, however, that the Asset Representations Reviewer will agents shall be liable for its willful misconduct, any damages resulting from any act or omission in connection with the Plan in the absence of bad faith or gross negligence including, without limitation, any claim of liability arising out of failure to terminate a participants account upon the participants death, the price or timing at which shares are purchased for participants accounts or fluctuations in performing its obligations under this Agreementthe market value of shares. In However, the foregoing in no event will the Asset Representations Reviewer be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised way affects a participants right to bring a cause of the likelihood action based on alleged violations of the loss or damage and regardless of the form of actionfederal securities laws.

Limitation of Liability. The Asset Representations Reviewer will not Neither the Manager nor any of its Affiliates nor any of their respective directors, officers, or employees shall be liable to any Person the Company for any action taken, error of judgment or not taken, in good faith under this Agreement mistake of law or for errors any loss arising out of any investment or any other commitment of funds on behalf of the Company or Holdings or for any act or omission in judgment; provided, however, that the Asset Representations Reviewer will be liable administration of the Portfolio except for its willful misconductmisfeasance, bad faith or faith, gross negligence in performing the performance of or reckless disregard of its obligations and duties hereunder, other than as may be provided under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of actionapplicable law.

Appears in 3 contracts

Limitation of Liability. The Asset Representations Reviewer will not Neither the Manager nor any of its Affiliates nor any of their respective directors, officers, or employees shall be liable to any Person the Company for any action takenerror of judgment or mistake of law or for any loss arising out of any Investment, Hedge Contract, or not taken, in good faith under this Agreement any other commitment of funds on behalf of the Company or for errors any act or omission in judgment; provided, however, that the Asset Representations Reviewer will be liable administration of the Portfolio except for its willful misconductmisfeasance, bad faith or faith, gross negligence in performing the performance of or reckless disregard of its obligations and duties hereunder, other than as may be provided under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of actionapplicable law.

Appears in 3 contracts

Limitation of Liability. The Asset Representations Reviewer will not Ocwen and any officers, employees or agents of Ocwen shall be liable to any Person relieved from liability for any action takentaken or from refraining from the taking of any action in the performance of its duties hereunder and under each Subservicing Supplement with respect to a Subject Servicing Agreement to same extent that Servicer and its officers, or not takenemployees and agents would be relieved of such liability under such Subject Servicing Agreement, in good faith under this Agreement or for errors in judgment; provided, however, that this provision shall not protect Ocwen or any such Person against any breach of its representations or warranties made herein or in the Asset Representations Reviewer will be liable for its willful misconduct, bad faith related Subservicing Supplement or negligence in performing failure to perform its obligations in compliance with any standard of care applicable to Servicer set forth in such Subject Servicing Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement or the related Subservicing Supplement. Ocwen and any director, officer, employee or agent of Ocwen may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Ocwen shall not be under this Agreementany obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans and which in its opinion may involve it in any expense or liability. In no event will the Asset Representations Reviewer such event, Ocwen shall be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised entitled to reimbursement of the likelihood reasonable legal expenses and costs of such action to the loss same extent and at the same time as Servicer under the applicable Subject Servicing Agreement, unless any such costs result from a breach of Ocwens representations and warranties made herein or damage its failure to perform its obligations in accordance with this Agreement and regardless of the form of actionapplicable Subservicing Supplement.

Limitation of Liability. The Asset Representations Reviewer will not In furnishing each Client with services as provided herein, none of GENWORTH, GECC or GNA nor any officer, director or agent thereof shall be held liable to any Person such Client, its creditors or the holders of its securities for any action taken, or not taken, in good faith under this Agreement errors of judgment or for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its anything except willful misconductmisfeasance, bad faith or negligence in performing the performance of its duties, or reckless disregard of its obligations and duties under the terms of this Agreement. In no event will the Asset Representations Reviewer be liable for specialIt is further understood and agreed that GENWORTH, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.GECC

Limitation of Liability. The Asset Representations Reviewer will not Neither Global Cash Card, the Client nor any of their respective directors, officers, employees or agents shall be liable to under any Person liability for any action taken, or not taken, for refraining from the taking of any action in good faith under pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect Global Cash Card, the Asset Representations Reviewer will Client or any such person against any breach of their respective representations, warranties, or covenants made herein, or against any specific liability imposed pursuant hereto or against any liability which would otherwise be liable for its imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in performing its the performance of duties or by reason of reckless disregard of obligations under this Agreementor duties hereunder. In no event will Global Cash Card, the Asset Representations Reviewer be liable for specialClient and any other respective directors, indirectofficers, employees or consequential losses or damages (including lost profit)agents may rely in good faith on any document of any kind, even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage which, prima facie, is property executed and regardless of the form of actionsubmitted by any appropriate person respecting any matters arising hereunder.

Limitation of Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, - All directors and officers of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith under this Agreement with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or for errors in judgment; provided, however, that the Asset Representations Reviewer will officer shall be liable for its willful misconductthe acts, bad faith omissions, failures, neglects or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for specialdefaults of any other director, indirectofficer or employee, or consequential losses for any loss, damage or damages (including lost profit), even if expense happening to the Asset Representations Reviewer has been advised Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the likelihood Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage and regardless arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the form moneys, securities or effects of actionthe Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of such director or officer, or for any other loss, damage or misfortune which shall happen in the execution of the duties of office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

Appears in 2 contracts

Limitation of Liability. The Asset Representations Reviewer will Equityholders Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Equityholder, except in respect of any amounts received on behalf of such Equityholder. Neither Equityholders Representative nor any agent employed by him shall incur any liability to any Equityholder for any action taken or omitted by such party, except for actions or omissions constituting fraud or willful misconduct. Equityholders Representative shall not be liable to any Person the Equityholders for any action taken, apportionment or not taken, distribution of payments made by Equityholders Representative in good faith under this Agreement faith, and if any such apportionment or for errors distribution is subsequently determined to have been made in judgment; providederror, howeverthe sole recourse of such Equityholder to whom payment was due, that but not made, shall be to recover from the Asset Representations Reviewer will other Equityholders any payment in excess of the amount to which they are determined to have been entitled. Equityholders Representative shall not be liable for its willful misconductrequired to make any inquiry concerning either the performance or observance of any of the terms, bad faith provisions or negligence in performing its obligations under conditions of this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Limitation of Liability. The Asset Representations Reviewer will directors, officers, employees or agents of the Transferor shall not be liable under any liability to the Trust, the Trustee, the Certificateholders, any Credit Enhancement Provider or any other Person hereunder or pursuant to any Person for any action takendocument delivered hereunder, or not takenit being expressly understood that all such liability is expressly waived and released as a condition of, in good faith under and as consideration for, the execution of this Agreement or for errors in judgmentand any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect the Asset Representations Reviewer will officers, directors, employees, or agents of the Transferor against any liability which would otherwise be liable for its imposed by reason of willful misconduct, bad faith misfeasance or gross negligence in performing the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 7.4, the Transferor shall not be under any liability to the Trust, the Trustee, the Certificateholders, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its obligations capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this AgreementAgreement or any Supplement; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be imposed by reason of willful misfeasance or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. In no event will the Asset Representations Reviewer be liable for specialThe Transferor and any director, indirectofficer, employee or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised agent may rely in good faith on any document of the likelihood of the loss or damage any kind prima facie properly executed and regardless of the form of actionsubmitted by any Person respecting any matters arising hereunder.

Limitation of Liability. The Asset Representations Reviewer will Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. In the absence of negligence or intentional misconduct on its part (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), Warrant Agent shall not be liable to any Person for any action taken, suffered or not taken, in good faith under this Agreement omitted by it or for errors any error of judgment made by it in judgment; provided, however, that the Asset Representations Reviewer will be liable for performance of its willful misconduct, bad faith or negligence in performing its obligations duties under this Agreement. In no event will the Asset Representations Reviewer Warrant Agent be liable for special, indirect, incidental, consequential or consequential punitive losses or damages of any kind whatsoever (including but not limited to lost profitprofits), even if the Asset Representations Reviewer Warrant Agent has been advised of the likelihood possibility of the loss such losses or damage damages and regardless of the form of action.

Limitation of Liability. (a) The Asset Representations Reviewer will Issuer and the Servicer expressly agree and acknowledge that:(iv)In connection with any True-Up Adjustment, the Servicer is acting solely in its capacity as the servicing agent hereunder.(v)Neither the Servicer nor the Issuer nor the Indenture Trustee is responsible in any manner for, and shall have no liability whatsoever as a result of, any action, decision, ruling or other determination made or not be liable to any Person for any action takenmade, or not takenany delay (other than any delay resulting from the Servicer's failure to make any filings required by Section 4.01 in a timely and correct manner or any breach by the Servicer of its duties under this Agreement that adversely affects the Storm Recovery Property or the True-Up Adjustments), by the Council in any way related to the Storm Recovery Property or in connection with any True-Up Adjustment, the subject of any filings under Section 4.01, any proposed True-Up Adjustment, or the approval of any revised Storm Recovery Charges and the scheduled adjustments thereto.(vi)Except to the extent that the Servicer is liable under Section 6.02, the Servicer shall have no liability whatsoever relating to the calculation of any revised Storm Recovery Charges and the scheduled adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage, write-offs and estimated expenses and fees of the Issuer, so long as the Servicer has acted in good faith and has not acted in a grossly negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any Person, including the Holders, not receiving any payment, amount or return anticipated or expected or in respect of any Storm Recovery Bond generally.(c)Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of liability for any misrepresentation by the Servicer under this Agreement Section 6.01 or for errors in judgment; provided, however, that any breach by the Asset Representations Reviewer will be liable for Servicer of its willful misconduct, bad faith or negligence in performing its other obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect, or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Limitation of Liability. The To the fullest extent permitted by applicable law, the Asset Representations Reviewer will shall not be liable under any liability to the Issuer, the Servicer, or the Indenture Trustee, or any other Person for any action taken, taken or not taken, in each case in good faith under and in its capacity as Asset Representations Reviewer pursuant to this Agreement Agreement, or for errors in judgment, whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Asset Representations Reviewer will be liable for its against any liability which would otherwise by imposed by reason of willful misconductmalfeasance, bad faith faith, or negligence in performing its the performance of duties or by reason of reckless disregard of obligations under this Agreementand duties hereunder. In no event will the Asset Representations Reviewer be liable for special, indirect, indirect or consequential losses loss or damages damage (including lost loss of profit), ) even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action. The Asset Representations Reviewer and any director, officer, employee, or agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Asset Representations Reviewer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement which in its reasonable opinion may involve it in any expense or liability.

Limitation of Liability. The Asset Representations Reviewer will not be liable to any Person person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this AgreementAgreement and the Indenture. In no event will the Asset Representations Reviewer any party hereto be liable for special, indirect, indirect or consequential losses or damages (including lost loss of profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Limitation of Liability. The Asset Representations Reviewer will not Neither the Adviser, nor any director, officer, agent or employee of the Adviser, shall be liable or responsible to the Company or any Person of its Members for any action takenerror of judgment, mistake of law or any loss arising out of any investment, or not takenfor any other act or Confidential omission in the performance by such person or persons of their respective duties, in good faith under this Agreement or except for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its liability resulting from willful misconductmisfeasance, bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for specialfaith, indirectgross negligence, or consequential losses or damages (including lost profit), even if reckless disregard of their respective duties. The Adviser shall be indemnified by the Asset Representations Reviewer has been advised Company as an Indemnitee in accordance with the terms of 11.2 of the likelihood of the loss or damage and regardless of the form of actionLLC Agreement.

Limitation of Liability. The Asset Representations Reviewer will not Neither the Adviser, nor any director, officer, agent or employee of the Adviser, shall be liable or responsible to the Company or any Person of its Members for any action takenerror of judgment, mistake of law or any loss arising out of any investment, or not takenfor any other act or omission in the performance by such person or persons of their respective duties, in good faith under this Agreement or except for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its liability resulting from willful misconductmisfeasance, bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for specialfaith, indirectgross negligence, or consequential losses or damages (including lost profit), even if reckless disregard of their respective duties. The Adviser shall be indemnified by the Asset Representations Reviewer has been advised Company as an Indemnitee in accordance with the terms of 11.2 of the likelihood of the loss or damage and regardless of the form of actionLLC Agreement.

Limitation of Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this AgreementAgreement and the Indenture. In no event will the Asset Representations Reviewer any party hereto be liable for special, indirect, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless (including loss of the form of actionprofit).

Limitation of Liability. The To the fullest extent permitted by applicable law, the Asset Representations Reviewer will shall not be liable under any liability to the Issuer, the Servicer, or the Indenture Trustee, or any other Person for any action taken, taken or not taken, in each case in good faith under and in its capacity as Asset Representations Reviewer pursuant to this Agreement Agreement, or for errors in judgment, whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Asset Representations Reviewer will be liable for its against any liability which would otherwise by imposed by reason of willful misconductmalfeasance, bad faith faith, or gross negligence in performing its the performance of duties or by reason of reckless disregard of obligations under this Agreementand duties hereunder. In no event will the Asset Representations Reviewer be liable for special, indirect, indirect or consequential losses loss or damages damage (including lost loss of profit), ) even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action. The Asset Representations Reviewer and any director, officer, employee, or agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Asset Representations Reviewer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement which in its reasonable opinion may involve it in any expense or liability.